HomeMy WebLinkAbout970839.tiff RESOLUTION
RE: APPROVE ESCROW AGREEMENT AMONG SANIFILL OF COLORADO, INC., DBA
USA WASTE SERVICES, WELD COUNTY, COLORADO, AND LONGMONT TITLE
COMPANY, INC., AND AUTHORIZE CHAIR TO SIGN
WHEREAS, the Board of County Commissioners of Weld County, Colorado, pursuant to
Colorado statute and the Weld County Home Rule Charter, is vested with the authority of
administering the affairs of Weld County, Colorado, and
WHEREAS, by Resolutions dated July 22, 1991, the Board approved a Site Specific
Development Plan, Special Review Permit#925, and Certificate of Designation for an
environmental recycling and solid waste disposal site and facility in the A (Agricultural) Zone
District for Environmental Recycling and Disposal Company /Ted Zigan, on the following
described real estate, to-wit:
W1/2 of Section 28, Township 1 North, Range 68
West of the 6th P.M., Weld County, Colorado
WHEREAS, pursuant to Development Standard #41 in said Resolution, the Board has
been presented with an Escrow Agreement among the County of Weld, State of Colorado, by
and through the Board of County Commissioners of Weld County, Sanifill of Colorado, Inc., dba
USA Waste Services, and Longmont Title Company, Inc., with terms and conditions being as
stated in said agreement, and
WHEREAS, Sanifill of Colorado, Inc., dba USA Waste Services, has previously agreed,
by Road Maintenance Agreement dated December 30, 1996, to escrow certain funds to
guarantee payment for the improvements to certain roads in Weld County, Colorado, and
WHEREAS, after review, the Board deems it advisable to approve said escrow
agreement, a copy of which is attached hereto and incorporated herein by reference.
NOW, THEREFORE, BE IT RESOLVED by the Board of County Commissioners of
Weld County, Colorado, that the Escrow Agreement among the County of Weld, State of
Colorado, by and through the Board of County Commissioners of Weld County, Sanifill of
Colorado, Inc., dba USA Waste Services, and Longmont Title Company, Inc., be, and hereby is,
approved.
970839
PL0841
0_, ; it; �ar1i�II� Lonr4 -1;f1c. ;GR
ESCROW AGREEMENT - SANIFILL OF COLORADO, INC., DBA USA WASTE SERVICES,
AND LONGMONT TITLE COMPANY, INC. (USR#925)
PAGE 2
The above and foregoing Resolution was, on motion duly made and seconded, adopted
by the following vote on the 5th day of May, A.D., 1997.
BOARD OF COUNTY COMMISSIONERS
,�..�,, gin
WELOUNTY, CQLORAD O
�� t-�. IL i� ♦ Amy f1
*q'° 40001á!rBaxter, Chair
m
eu
os =��` : `my Clerk to the Board
'fa
,� �� i fl4em
mate eeputy Cled� to the Board
Dale K. Hall
AP V AS TO FO • EXCUSED
Barbara J. Kirkme r
n y Attorne t ,.�2 I�i�2
W. H. Webster
970839
PL0841
ESCROW AGREEMENT
This agreement executed this day of , 1997, by
and between SANIFILL OF COLORADO, INC. , DBA USA WASTE SERVICES,
("USA WASTE") and BOARD OF COUNTY COMMISSIONERS OF WELD COUNTY,
COLORADO ("BOARD") and LONGMONT TITLE COMPANY, INC . , ("Escrow
Agent") .
I . SUBJECT MATTER
1 . 1 . Contemporaneously with the execution of this Agreement,
USA WASTE deposits into escrow the following items :
$180, 000 . 00 .
II . SPECIAL INSTRUCTIONS
2 . 1 . The items described in Paragraphs 1 . 1 shall be held and
disposed of by Escrow Agent pursuant to the following special
instructions .
Funds to 'be held in interest bearing account in the name of
Longmont Title Company, Inc . , as escrow agent for Sanifill of
Colorado, Inc . with the tax ID number of Sanifill of Colorado, Inc.
(76-0479974) .
Funds to be held and disbursed in accordance with "ROAD PAVEMENT
AGREEMENT" dated December 30, 1996 and attached hereto .
III . GENERAL INSTRUCTIONS
A. DUTIES OF ESCROW AGENT
3 . 1 . The duties and responsibilities of Escrow Agent are
limited to those specifically stated in this Agreement . Escrow
Agent shall have no duty to determine the performance or
nonperformance of any term or condition of any contract or
agreement between USA Waste and Board.
3 .2 . Escrow Agent is authorized to act on any document
believed by it to be genuine and to be signed by the proper party,
and will incur no liability in so acting.
3 . 3 . In accepting the funds or documents delivered pursuant to
the terms of this Agreement, Escrow Agent is not required to
construe any contract or instrument deposited herewith.
3 .4 . Negotiable or non-negotiable instruments deposited into
escrow may be transmitted by Escrow Agent for collection, either
directly to the drawee or other obligor, or through collecting
agents, in the usual course of business . Escrow Agent shall not be
responsible for the default of any drawee or obligor, or any
collecting agent . Credit given for any such items is understood to
be conditional on receipt of the proceeds in cash.
3 .5 . Escrow Agent may receive any payment or performance
called for under the terms of this Agreement after the due date
unless, subsequent to the due date of such payment or performance
and prior to the receipt thereof, Escrow Agent has been instructed
in writing by the proper party to refuse such payment or
performance .
3 . 6 . If the documents deposited pursuant to the terms of this
Agreement do not bear evidence of payment of the necessary
documentary fees, Escrow Agent is authorized to deduct an amount
from the last payment received under this Agreement sufficient to
pay such fees as may be required; and to withhold any amount from
the party otherwise entitled thereto.
3 . 7 . In the event of any dispute between USA WASTE and BOARD
as to default or execution, the validity or meaning of this
Agreement or any other matter relating to any transactions between
USA WASTE and BOARD, Escrow Agent is instructed as follows :
970833
A. It shall be under no obligation to act, except under
process or order of Court, or until it has been adequately
indemnified to its full satisfaction; and shall sustain no
liability for its failure to act pending such process or Court
order, or indemnification;
B. It may, in its sole discretion, deposit the items
described in Paragraph 1 . 1, or so much thereof as
remains in its hands, with the Clerk of the District Court of
the County of Weld, State of Colorado, without notice to USA
WASTE and BOARD, and interplead USA WASTE and BOARD . Upon
depositing the items described in Paragraph 1 . 1 with the Court
and filing its complaint in interpleader, it shall be relieved
of all liability under the terms of this Agreement as to the
items so deposited. Further, Escrow Agent shall be entitled to
recover in such interpleader action, from USA WASTE and BOARD,
its reasonable attorney fees and related costs and expenses
incurred in commencing the interpleader action. USA WASTE and
BOARD, for themselves, their heirs, legal representatives,
successors and assigns, hereby submit themselves to the
jurisdiction of the Court, and do appoint the Clerk of the Court
as their agent for service of all process in connection with the
proceedings . The institution of an interpleader action shall
not impair the rights of Escrow Agent to compensation pursuant
to Paragraph 3 . 13 .
3 . 8 . Notwithstanding the provisions of Paragraph 3 .7, Escrow
Agent shall not be required to institute or defend any action
involving the subject matter of this Agreement or any action which
affects its duties or liabilities pursuant to the terms of this
Escrow Agreement unless requested to do so by either USA WASTE or
BOARD, and then only if adequately indemnified, to its full
satisfaction, against all claims, liabilities and expenses in
relation thereto .
3 . 9 . If Escrow Agent is required to make disbursements
pursuant to the terms of this Escrow Agreement, Escrow Agent shall
not be compelled to furnish a formal accounting for the escrow fund
other than to notify USA WASTE and BOARD of each payment or
disbursement made from the escrow fund.
B. LIABILITY OF ESCROW AGENT .
3 . 10 . Escrow Agent shall not be liable for any error of
judgment or for any act done or omitted by it in good faith, or for
anything which it may in good faith do or refrain from doing in
connection with this Escrow Agreement . No liability shall be
incurred by Escrow Agent if, in the event of any dispute or
question as to the construction of this Escrow Agreement, it acts
in accordance with the opinion of its legal counsel .
3 . 11 . Escrow Agent shall not be liable for the outlawing of
any rights under any statute of limitations or by reason of laches
with regard to this Escrow Agreement, or any documents' deposited
hereunder.
3 . 12 . Any assignment, transfer, conveyance or hypothecation of
any right, title or interest in and to the items described in
Paragraph 1 . 1 must be consented to by Escrow Agent, in writing,
before such assignment, transfer, conveyance or hypothecation is
binding upon Escrow Agent . Further, no assignment, transfer,
conveyance or hypothecation of any right, title or interest in and
to the items described in Paragraph 1 . 1 shall be binding upon
Escrow Agent unless written notice is served upon Escrow Agent and
all fees, costs and expenses incident thereto are paid.
3 . 13 . This Escrow Agreement is to be completed in the manner
provided in this Agreement on or before the 31st day of December,
1997 . Unless it is so completed, or proper arrangements for an
extension, including the payment of reasonable fees for the
additional services rendered, is made on or before that time,
Escrow Agent, at any time after the expiration of thirty (30) days,
970839
may close its records, without notice, at which time Escrow Agent' s
liability in connection with this Escrow Agreement shall terminate.
3 . 14 . Upon ' expiration of this Agreement, if the deposits
hereunder are not withdrawn, Escrow Agent may mail the items
described in Paragraph 1 . 1 as follows, and upon such mailing,
Escrow Agent shall be relieved from all liability under this
agreement .
Funds in Paragraph 1 . 1 to be mailed to USA WASTE.
C. COMPENSATION
3 . 15 . In consideration of the acceptance of this Escrow
Agreement, by Escrow Agent, USA WASTE and BOARD agree, jointly and
severally, for themselves, their heirs, legal representatives,
successors and assigns, to pay Escrow Agent its charges and fees as
follows : $50 . 00 PAID BY USA WASTE.
USA WASTE , and BOARD further agree to indemnify and hold Escrow
Agent harmless as to any liability incurred by it to any other
person, firm or corporation by reason of its having accepted this
Escrow Agreement, or in connection with this Escrow Agreement . In
the event of a dispute, whether or not resulting in litigation,
between USA WASTE and BOARD, or between USA WASTE and BOARD and
Escrow Agent, USA WASTE and BOARD agree to reimburse Escrow Agent
for all its expenses, including court costs and reasonable attorney
fees, incurred in connection therewith.
3 . 16 . Escrow Agent shall have a first and prior lien upon all
deposits made hereunder to secure the performance of this
Agreement, and the payment of all its fees, charges and expenses .
3 . 17 . In the event that the conditions of this Escrow
Agreement are not promptly fulfilled, or any dispute arises
hereunder, or if for any other reason Escrow Agent renders services
not provided for under these instructions, USA WASTE and BOARD
hereto jointly and severally agree to pay reasonable compensation
for such extraordinary services .
3 . 18 . In the event of any action to recover Escrow Agnet',S;r.;,,;,� ,,
fees, expenses or charges from USA WASTE and BOARD, Escrow 4genC,
shall be entitled to reasonable attorney fees and costs ingurr4917;<
with respect to any such action. wa
ti e ¢V1 :'It
3 . 19 . No provision in the special instruction \s�h2�Allaaes J �s �4 i
WASTE' S and BOARD' S joint and several liability Ito Esar1 ,w 7, c tf.3
fees, charges and expenses . <. `' `.A + `
I 7
D . NOTICES
3 .20 . Any notice required or desired to be given by Escrow
Agent to USA WASTE and BOARD may be given by mailing the notice,
addressed to such party, at the address noted below, or at the most
recent address of such party shown on the records of Escrow Agent,
or believed by Escrow Agent to be proper. Notice so mailed shall
be as effective as though served upon such party in person, at the
time of depositing such notice in the mail .
3 . 21 . Escrow Agent is expressly authorized to disregard any
unilateral notices given by either USA WASTE or BOARD, or by any
other person, firm or corporation, except orders or process of
court . If Escrow Agent complies with any process, order, judgment
or decree of court, it shall not be liable to either USA WASTE or
BOARD, or to any other person, firm or corporation by reason of
such compliance, notwithstanding that the process, order, judgment
or decree is subsequently reversed, modified, annulled, set aside
or vacated, or found to have been issued without jurisdiction.
3 .22 . Escrow Agent may resign by giving notice in writing to
USA WASTE and &GRAD of its intention to resign . The resignation
shall become effective no sooner than sixty (60) days from the date
of mailing the notice . The notice shall be sent certified mail,
970833
return receipt requested, to the addresses set forth below, unless
those addresses have been changed. USA WASTE and BOARD shall
advise Escrow Agent in writing of the name of any new escrow agent
selected. If USA WASTE and BOARD cannot agree as to a new escrow
agent, or fail to advise Escrow Agent within sixty (60) days,
Escrow Agent may treat this as a dispute and proceed under
Paragraph 3 . 7 . If a new escrow agent is designated, then upon
delivery of the items described in Paragarph 1 . 1 or so much thereof
as remains in Escrow Agent' s hands to the new escrow agent, Escrow
Agent is relieved of all liability.
E. MISCELLANEOUS
3 . 23 . This Agreement constitutes the complete agreement among
USA WASTE and BOARD and Escrow Agent, notwithstanding any agreement
which USA WASTE and BOARD may have concerning the subject matter of
this Escrow Agreement .
3 .24 . This Agreement may be supplemented, altered, amended,
modified, or revoked by writing only, signed by all of the parties,
and approved by Escrow Agent, upon payment of all fees, costs and
expenses incident to this Agreement .
3 .25 . This Agreement shall be binding upon and inure to the
benefit of the parties and their heirs, personal representatives,
successors and assigns .
IN WITNESS WHEREOF, the parties have executed this Agreement
as of the date first written above.
"USA WASTE"
ADDRESS : 4600 S . ULSTER ST. STE . 700
DENVER, CO 80237
"BOARD"
�� l .111Q`,
.,a � j� / /
iRo� �. �� I�� r..- ' ". a CHAIR WELD COUNTY BOARD OF COUNTY COMMISSIONERS
1 aw
�I di i i/ oi Aral e.i.:. .-ar ERK TO BOARD 915 10TH STREET, GREELEY, CO 80631
�"`•'...'is 4N , // , /Y7utett , DEPUTY CLERK
ADDRESSTO BOARD P . 0. BOX 758
GREELEY, CO. 80632
"ESCROW AGENT" '
LONGMONT TITLE COMPANY, INC.
BY:
ESCROW OFFICER
ADDRESS : 850 23RD AVENUE, SUITE E
LONGMONT, COLORADO 80501
970839
•
BURNS, FIGA & WILL, P.C.
ATTORNEYS AT LAW
ONE DTC, PENTHOUSE THREE
5251 OTC PARKWAY
ENGLEWOOD, COLORADO 80111 .. .,
TELEPHONE (303) 796-2626
JEFFREY L. HUNTER FACSIMILE (303) 796-2777
April 17, 1997
Cif
Lee D. Morrison, Esq. �.L'-� ..L`' I.
Assistant Weld County Attorney '1 �I iw
915 10th Street APR 1 8 1997 �l '
P. O. Box 1948
Greeley, Colorado 80632 •"•.ELD COUNTY
ATTORNEY'S OFFICE
Re: Sanifill of Colorado, Inc. d/b/a USA Waste Services --
Site Specific Development Standard # 41
Dear Lee:
Enclosed please find an escrow agreement regarding the escrow for the road paving,
which was forwarded to us from Betty Marick at Longmont Title Company. She has asked that
we sign the agreement and return it to her. You will note that David Hall has already signed this
agreement, and I am forwarding it on to you for the Board of County Commissioners' signatures.
I would appreciate it if you would make a copy of the agreement for your files, send a
copy of the fully executed agreement back to me and forward the original agreement to
Longmont Title.
I have not heard from you regarding our letter for the placement of trash containers in the
towns of Car and Hereford. Please let me know as soon as possible if you agree with my March
17th letter. Sanifill, as well as Weld County and the Town of Erie are desirous of getting those
communities supplied with trash service as soon as possible.
If you have any questions regarding this letter, please do not hesitate to call.
Sincerely,
BURNS, FIGA & WILL, P.C.
:.
Jeffrey'L. Hunter
JLH/wlr
Enclosure
SA/97 — 6-2,1q troll "
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LONGMONT TITLE COMPANY..
850 23rd Avenue,P.O.Box 2058,Longmont,Colorado 80501 (303)851-1401 Metro 443-1011
April 2, 1997
Steve Derus
USA Waste Services
1830 Weld Co. Rd. 5
Erie, Co. 80516
RE: Escrow for road paving
Dear Mr. Derus:
Please be advised that Longmont Title Company has received a check in
the amount of $180,000.00 to be placed in escrow under the terms of an
agreement between USA Waste and the Weld County Commissioners for the
paving of certain streets and roads.
rIam enclosing my escrow agreement which needs to be signed by a
epresentative of USA Waste and by the Board of County Commissioners.
This document may be signed in counterparts, but I must have a copy
with the original signatures.
P ease return the signed escrow instructions to me as soon as possible.
Please don't hesitate to call me if you have any questions.
Truly,
Betty . Marick
Escrow Officer
cc: Jeffrey Hunter w/enc.
LONGMONT'S ONLY LOCALLY OWNED TITLE COMPANY
SERVING BOULDER, LARIMER AND WELD COUNTIES 970833
From: LEE MORRISON
To: CHARDING
Date: 5/20/97 1:44pm
Subject: ESCROW AGREEMENT-SANIFILL OF COLORADO,DBA USA WASTE SERVICES-Reply
Reply requested when convenient
I don't have a problem w the Title
company keeping the original;their role
is in the middle of the parties anyway
>>>CAROL HARDING 05/20/97 12:01pm
>>>
THE ESCROW AGREEMENT REFERENCED
WAS APPROVED ON MAY 5, 1997;
HOWEVER,ONLY ONE ORIGINAL WAS
SENT TO TGHE COUNTY. USA WASTE
SIGNED IT,AND THE COUNTY HAS NOW
SIGNED IT. LONGMONT TITLE COMPANY,
INC. (ESCROW AGENT)WANTS THE
ORIGINAL AGREEMENT BACK AND THEY
WILL SIGN.
DOES IT MATTER WHETHER WE KEEP
THE ORIGINAL OR WOULD IT BE ALL
RIGHT FOR US TO REQUEST A SIGNED
COPY OF THE FULLY EXECUTED
AGREEMENT FOR OUR FILES?
9 ! Q8aa„s
MEMORANDUM
fTO: BETTY MARICK, LONGMONT TITLE CO., INC. May 21, 1997
wokFROM: LIN/CLERK TO THE BOARD'S OFFICE
COLORADO SUBJECT: ESCROW AGREEMENT - SANIFILL
Please return a copy of the fully executed Escrow Agreement to the following address:
Weld County Clerk to the Board
PO Box 758
Greeley, Co 80632
Thank you.
970839
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